[FIRSTBANK LOGO HERE]
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
FIRSTBANK CORPORATION
311 Woodworth Avenue
P.O. Box 1029
Alma, Michigan 48801
The annual meeting of the shareholders of Firstbank Corporation will be
held at the Comfort Inn Conference Center at 3130 West Monroe (M-46), Alma,
Michigan 48801, on April 24, 1995, at 5 p.m. (Alma time) to consider and vote
upon:
1. Election of directors.
2. Any other business that may properly come before the meeting or any
adjournment of the meeting.
Shareholders of record at the close of business on March 10, 1995, will
be entitled to vote at the annual meeting and any adjournment of the meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
[MARY D. DECI SIGNATURE HERE]
Mary D. Deci, Vice President,
Secretary
and Treasurer
Alma, Michigan
March 20, 1995
IMPORTANT
All shareholders are cordially invited to attend the meeting. WHETHER OR NOT
YOU PLAN TO ATTEND IN PERSON, YOU ARE URGED TO DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. This will assure your
representation and a quorum for the transaction of business at the meeting.
If you do attend the meeting in person, the proxy will not be used if you
choose to vote in person.
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))FIRSTBANK CORPORATION
______________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2), or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
_____________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(Set forth the amount on which the file fee
is calculated and s tate how it was determined):
______________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________________
(5) Total fee paid:
______________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1)Amount previously paid:
______________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
______________________________________________________________________________
(3) Filing party:
______________________________________________________________________________
(4) Date filed:
______________________________________________________________________________
FIRSTBANK CORPORATION
311 Woodworth Avenue
P.O. Box 1029
Alma, Michigan 48801
Telephone: (517) 463-3131
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Firstbank Corporation
(the " Corporation") to be voted at the annual meeting of its shareholders to
be held at the Comfort Inn Conference Center at 3130 West Monroe (M-46), Alma,
Michigan 48801, on Monday, April 24, 1995, at 5 p.m., Alma time, and at any
adjournment of the meeting, for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. This proxy statement and form of
proxy are first being sent to shareholders on or about March 20, 1995.
If a proxy in the accompanying form is properly executed, duly
returned to the Corporation, and not revoked, the shares represented by the
proxy will be voted at the annual meeting of the Corporation's shareholders
and at any adjournment of that meeting. Where a shareholder specifies a
choice, a proxy will be voted as specified. If no choice is specified, the
shares represented by the proxy will be voted for election of all nominees of
the Board of Directors. The Corporation's management does not know of any
other matters to be presented at the annual meeting. If other matters are
presented, the shares represented by proxy will be voted in the discretion of
the persons designated as proxies, who will take into consideration the
recommendations of the Corporation's management.
Any shareholder executing a proxy in the enclosed form has the power
to revoke it by notifying the Secretary of the Corporation in writing at the
address indicated above at any time before it is exercised or by appearing
at the meeting and voting in person.
Solicitation of proxies is being made by mail. Directors, officers,
and regular employees of the Corporation and its subsidiaries may also solicit
proxies in person or by telephone without additional compensation. In
addition, banks, brokerage firms, and other custodians, nominees, and
fiduciaries may solicit proxies from the beneficial owners of shares they hold
and may be reimbursed by the Corporation for reasonable expenses incurred in
sending proxy material to beneficial owners of the Corporation's stock. The
Corporation will pay all expenses of soliciting proxies.
Election of Directors
The Board of Directors has nominated William E. Goggin and Charles
W. Jennings for reelection to the Board of Directors at the annual meeting to
serve 3-year terms which will expire in 1998.
The proposed nominees are willing to be elected and to serve. In
the event that any nominee is unable to serve or is otherwise unavailable for
election, which is not now contemplated, the incumbent Board of Directors may
or may not select a substitute nominee. If a substitute nominee is selected,
all proxies will be voted for the person so selected. If a substitute nominee
is not so selected, all proxies will be voted for the election of the
remaining nominee. Proxies will not be voted for a greater number of persons
than the number of nominees named.
A vote of shareholders holding a plurality of shares voting is
required to elect directors. For the purpose of counting votes on this
proposal abstentions, broker non-votes, and other shares not voted will not be
counted as shares voted.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ELECTION OF ALL NOMINEES AS DIRECTORS
Voting Securities
At the close of business on March 10, 1995, the record date for
determination of the shareholders entitled to vote at the annual meeting, the
Corporation had issued and outstanding 1,468,980 shares of its Common
Stock, the only class of voting securities presently outstanding. Each share
entitles its holder to one vote on each matter to be voted upon at the
meeting.
The following table shows certain information concerning the number
of shares of Common Stock held by the only shareholder who is known to
management of the Corporation to be the beneficial owner of more than 5
percent of the outstanding shares of Common Stock of the Corporation as of
December 31, 1994.
Amount and Nature of Beneficial Ownership(1)
Sole Shared
Voting and Voting or Total
Name and Address of Investment Investment Beneficial Percent
Beneficial Owner Power Power(2) Ownership of Class
Firstbank Corporation
Employee Stock
Ownership Plan (ESOP)
311 Woodworth
Avenue, Alma,
Michigan 48801(3) 3,457 18,887 132,344 9.0%
The following table shows certain information concerning the shares
of the Corporation beneficially owned by each of the Corporation's directors
and nominees for director, by the executive officer named in the summary
compensation table below and by all directors and executive officers as a
group, as of December 31, 1994.
Amount and Nature of Beneficial Ownership(1)
Sole Shared
Voting and Voting or Total
Name of Investment Investment Beneficial Percent
Beneficial Owner Power Power(2) Ownership of
Class
William E. Goggin 3,269 1,038 4,307
*
Edward B. Grant 0 814 814
*
Charles W. Jennings 0 553 553
*
John A. McCormack 19,491(4) 22 19,813(4)
1.35%
Phillip G. Peasley 3,809 0 3,809
*
David D. Roslund 0 81 81
*
All directors and
officers as a group 34,599(4) 6,059 41,828(4)
2.85%
<FN>
*Represents less than 1 percent of the outstanding shares.
(1) The numbers of shares stated are based on information furnished by each
person listed and include shares personally owned of record by that person and
shares which under applicable regulations are deemed to be otherwise
beneficially owned by that person. Under these regulations, a beneficial
owner of a security includes any person who, directly or indirectly, through
any contract, arrangement, understanding, relationship, or otherwise, has or
shares voting power or investment power with respect to the security. Voting
power includes the power to vote or to direct the voting of the security.
Investment power includes the power to dispose or to direct the disposition of
the security. A person will also be considered the beneficial owner of a
security if the person has a right to acquire beneficial ownership of the
security within 60 days.
(2) Includes shares as to which the indicated person is legally entitled to
share voting or investment power by reason of joint ownership, trust, or other
contract or property right, and shares held by spouses and children over whom
the indicated person may have substantial influence by reason of the
relationship.
(3) John A. McCormack, Dale A. Peters, and Thomas R. Sullivan, all officers
of the Corporation, and Nancy A.Stark, Human Resources Officer for Bank of
Alma, a subsidiary of the Corporation, are the members of the Pension
Committee of the Corporation. Bank of Alma is the trustee of the ESOP Trust,
which holds shares of the Corporation for the ESOP. The trustee has voting
and limited investment power over the shares held by the ESOP Trust which have
not been allocated to individual accounts and limited investment power over
shares which have been allocated to individual accounts. The Pension
Committee has the power to direct the trustee as to the voting of the shares
held by the ESOP Trust that have not been allocated to individual accounts.
Each of the members of the Pension Committee disclaims beneficial ownership of
shares held by the ESOP (except shares allocated to the person's individual
account under the ESOP), and the ESOP shares are not reported as beneficially
owned by the members of the Pension Committee as individuals unless the shares
have been allocated to the person's individual account under the ESOP.
(4) Includes shares allocated to individual accounts under the ESOP.
(5) Shares that may be acquired pursuant to stock options are included for
stock options that are exercisable within 60 days. The number of shares
subject to such options for (a) Mr. McCormack is 300 shares and (b) all
directors and executive officers as a group is 1,170 shares. No other listed
person owns options that may be exercised within 60 days.
The Articles of Incorporation of the Corporation provide that the
Board of Directors will be divided into three classes, as nearly equal in
number as possible, with the term of office of one class expiring each year.
The present Board of Directors consists of five persons who were elected to
the Board of Directors for terms of 3 years each by the Corporation's
shareholders and one person who was appointed by the Board of Directors to
fill a vacancy created by the resignation of Mr. John P. Morgan. The term of
office of one class of directors consisting of two directors expires in 1995.
Mr. Morgan's resignation was effective January 23, 1995. In
accordance with the Corporation's Articles of Incorporation, the Board has
appointed Mr. David D. Roslund to serve the remainder of Mr. Morgan's term.
Biographical information concerning the current directors and the
nominees who are nominated for election to the Board of Directors at the
annual meeting is presented below. Except as otherwise indicated, all
directors and nominees have had the same principal employment for over 5
years.
Nominees For 3 Year Term Expiring in 1998
William E. Goggin (age 49) has been a director of Bank of Alma, a
wholly owned subsidiary of the Corporation, since 1974 and of the Corporation
since 1985. Mr. Goggin has served as Chairman of the Board of the Corporation
since 1986. He is an attorney with the law firm of Goggin & Baker.
Charles W. Jennings (age 58) has been a director of 1st Bank
(formerly Bank of West Branch), a wholly owned subsidiary of the Corporation,
since 1987, and a director of the Corporation since 1989. Mr. Jennings is an
attorney with the law firm of Jennings & Ellias, P.C.
Directors With Term Expiring in 1997
John A. McCormack (age 58) has been President and Chief Executive
Officer and a director of the Corporation since 1986. He has also been
President and Chief Executive Officer and a director of Bank of Alma since
1986. Mr. McCormack has been a director of Firstbank, a whollyowned
subsidiary of the Corporation, since 1987. Mr. McCormack was Executive Vice
President of the Corporation from 1985 to 1986 and Secretary of the
Corporation during 1986. Previously, he served Bank of Alma in other
capacities.
David D. Roslund (age 54) was appointed to the Board of Directors of
the Corporation in 1995 and has been a director of Bank of Alma since 1990.
Mr. Roslund has been appointed by the Board of Directors to serve the
remaining portion of Mr. Morgan's term. Mr. Roslund, a certified public
accountant, has been the Administrator of Wilcox Health Care Center, a nursing
home located in Alma, since 1988. He also is an investor in and manager of
several local small businesses.
Directors With Term Expiring in 1996
Phillip G. Peasley (age 61) is the owner and President of Peasley's
Hardware & Furniture, Inc., a retail hardware and furniture store. He has
served as a director of Bank of Alma since 1973 and of the Corporation since
1985.
Edward B. Grant (age 45) has been a director of Firstbank since
1988, and of the Corporation since 1990. He has served as Chairman of the
Board of Firstbank since 1989. Mr. Grant is Director, Graduate Business
Studies, at Central Michigan University.
The Board of Directors of the Corporation has a standing audit
committee. It is the duty of the audit committee to cause a suitable
examination of the Corporation's financial records and operations, and those
of its subsidiaries, to be made by the internal auditor through a program of
continuous internal audits; to recommend to the Board of Directors the
appointment of independent auditors to audit the consolidated financial
statements of the orporation and its subsidiaries, and make such additional
examinations as the committee deems advisable; to review reports of
examination of the Corporation and its subsidiaries received from regulatory
authorities; and to report to the Board of Directors at least once each
calendar year on the results of examinations made and offer such conclusions
and recommendations as the committee deems appropriate. Messrs. Goggin,
Grant, and Morgan served on this committee. During 1994, the audit committee
held 2 meetings.
The Board of Directors of the Corporation does not have standing
nominating or compensation committees. The entire Board of Directors performs
the functions of those committees. In making nominations for election to the
Board of Directors, the Board of Directors will consider recommendations of
shareholders. Shareholders who wish to recommend nominees should submit their
recommendations in writing, delivered or mailed to the Secretary of the
Corporation.
The Board of Directors of the Corporation held 13 regularly
scheduled and special meetings during 1994. All incumbent directors attended
at least 75 percent of all meetings of the Board of Directors and any
committees on which they served.
The Securities Exchange Act of 1934 requires the Corporation's
directors, officers, and persons who own more than 10% of the Corporation's
Common Stock to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. SEC regulations require such reporting
persons to furnish the Corporation with copies of all such reports they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no filings were
required for those persons, the Corporation believes that, from January 1,
1994, through December 31, 1994, its directors, officers, and greater than 10%
shareholders complied with all applicable filing requirements, except that one
report covering a purchase of 500 shares of stock by Mr. Edward B. Grant was
not filed. A report on Form 5 was filed to correct the omission when the
error was discovered.
Report on Executive Compensation
All of the executive officers of the Corporation are also officers
of one or more of the Corporation's subsidiary banks. They serve as officers
of the Corporation as an incident to their primary service as an officer and
employee of a subsidiary bank, and receive no compensation directly from the
Corporation. Although there is a great deal of communication between the
Board of Directors of the Corporation and the boards of directors of the
banks, the boards of directors of the banks retain authority and
responsibility for setting compensation for their own officers, including
those officers who also serve as officers of the Corporation.
The entire Board of Directors of the Corporation serves as a
compensation committee, with Mr.cCormack excluded from decisions with respect
to his own compensation. The entire Board of Directors, except Mr. McCormack,
serves as a committee to administer the Stock Option and Restricted Stock Plan
of 1993. The Corporation's Board of Directors has responsibility for
establishing the formal employee benefit plans which are available to
the employees of all of the subsidiary banks. These plans currently include a
qualified employee stock ownership and 401(k) plan, a non-qualified deferred
compensation plan, and the Stock Option and Restricted Stock Plan of 1993.
The Board of Directors of the Corporation reviews the compensation to be paid
to the chief executive officers of the subsidiary banks, each of whom is also
an officer of the Corporation. Recommendation and formal authorization of the
compensation of the subsidiary bank chief executive officers is, however, the
role of the boards of directors of the subsidiary banks.
All executive officers receive a salary and, if net income is
satisfactory, an annual cash bonus. It is the policy of the Corporation and
the banks to set salaries at levels which will be competitive with other
comparable financial institutions in order to enable them to retain and, when
needed, attract qualified executive officers. Information on compensation
levels of other institutions is obtained from compensation surveys published
by the Michigan Banker's Association, the Bank Administration Institute and
from other similar sources. In setting salaries, the Corporation and
the banks also seek to assure relative fairness in the compensation of
officers and to recognize the value of the contribution which each makes to
the Corporation's success. Annual cash bonuses are based on a discretionary
evaluation of the performance of the Corporation and the bank served by the
officer. Bonuses also take into account recognition of specific personal
achievements of the individual officers.
During 1994, stock options were awarded for under the Stock Option
and Restricted Stock Plan of 1993 to all full-time employees. The number of
shares subject to each option was based on the position and a discretionary
assessment of the performance of each grantee. All options vest in even
annual increments over a period of 10 years. The Stock Option and Restricted
Stock Plan of 1993 also allows the Corporation to issue restricted stock to
officers and employees of the Corporation and its subsidiaries. However, no
shares of restricted stock were awarded in 1994.
The Corporation generally maintains a conservative level of
perquisites and personal benefits. The dollar value of perquisites and
personal benefits provided to executive officers does not exceed 10% of each
executive officer's respective annual salary and bonus.
In 1993, Congress amended the federal Internal Revenue Code to add
Section 162(m). This new section provides that publicly held corporations may
not deduct compensation paid to certain executive officers in excess of $1
million annually, with certain exemptions. The Board of Directors has
examined its executive compensation policies in light of Section 162(m) and
the regulations issued by the Internal Revenue Service to implement that
section. It is not expected that any portion of the Corporation's deduction
for employee remuneration will be disallowed in 1995 or in future years by
reason of actions expected to be taken in 1995.
The salary and bonus of John A. McCormack, President and Chief
Executive Officer of the Corporation and Bank of Alma, was recommended by the
Compensation Committee of Bank of Alma and approved by the boards of directors
of the Corporation and Bank of Alma. In recommending and approving Mr.
McCormack's salary, the committee and the boards considered a survey of
compensation paid to executive officers by Michigan financial institutions of
more or less comparable size. Mr. McCormack's salary, bonus, and stock option
awards were also based on a discretionary evaluation of Mr. McCormack's
personal performance and the operating results of the Corporation and
Bank of Alma. For this purpose, the committee and the boards of directors
focused on the earnings of the Corporation and Bank of Alma in the year just
completed, the quality and productivity of the management team, reductions in
administrative staffing, and continuing improvements made in loan quality,
loan and loan allowance management, and loan documentation and procedure.
Respectfully submitted,
William E. Goggin
Edward B. Grant
Charles W. Jennings
John A. McCormack
Phillip G. Peasley
David D. Roslund
Stock Performance
The following graph compares the cumulative total shareholder
return on the common stock of the Corporation to the KBW 50 Index, published
by Keefe, Bruyette & Woods, Inc., and the Standard & Poor's 500 Stock Index
assuming a $100 investment at the end of 1989. The Standard & Poor's 500
Stock Index is a broad equity market index. The KBW 50 Index is composed of
50 money center and regional bank holding companies. Cumulative total return
is measured by dividing (i) the sum of (A) the cumulative amount of dividends
for the measurement period, assuming dividend reinvestment, and (B) the
difference between the share price at the end and the beginning of the
measurement period; by (ii) the share price at the beginning of the
measurement period. The Standard & Poor's 500 Index and the KBW 50 Index
assume dividend reinvestment.
[STOCK PERFORMANCE GRAPH HERE]
The table below shows dollar values for cumulative shareholder return
plotted in the graph above.
1989 1990 1991 1992 1993 1994
Firstbank $100.00 $115.80 $112.33 $181.63 $276.04 $290.86
KBW 50 $100.00 $ 71.81 $113.67 $144.84 $152.86 $144.76
S&P 500 $100.00 $ 96.90 $126.42 $136.05 $149.76 $151.74
Compensation of Directors and Executive Officers
Executive officers of the Corporation are compensated by Bank of
Alma, Firstbank, or 1st Bank, in accordance with their employment with the
applicable banks, and do not receive any compensation directly from the
Corporation. The remuneration paid for the three years ended December 31,
1994, by Bank of Alma to the chief executive officer, the only officer of the
Corporation whose annual salary and bonus exceeded $100,000 for the year
ended December 31, 1994, is presented below.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Restricted Securities
All
Name and Annual Compensation Stock Underlying
Other
Principal Year Salary(1) Bonus(1) Awards(2) Options(3)
Compensation(4)
Position
John A. McCormack
President, 1994 $119,350 $40,777 $ 0 1575
$20,251
Chief 1993 118,230 34,277 15,750 1654
18,717
Executive 1992 103,000 25,000
16,498
Officer and
Director of
the Corporation
and Bank of Alma
<FN>
(1) Includes directors fees paid by the subsidiary banks and compensation
voluntarily deferred under the Firstbank Corporation Employee Stock Ownership
Plan ( the "ESOP" ) and under the Firstbank Corporation Nonqualified Deferred
Compensation Plan (the " Deferred Compensation Plan ").
(2) Amounts reported in the Summary Compensation Table as restricted stock
awards are calculated by multiplying the market price of the Corporation's
unrestricted stock on the date of grant by the number of shares awarded.
Recipients of restricted stock have rights as shareholders including the
right to receive dividends paid with respect to the restricted stock. As of
December 31, 1994, the number and value of the aggregate restricted stock
holdings after adjusting for a five percent stock dividend distributed on
December 29, 1994, for the named executive officer is as follows:
Number Value as of
of Shares December 31, 1994
827 $16,964
(3) The number of shares subject to stock options have been adjusted to
reflect the five percent stock dividends distributed on November 29, 1993, and
December 29, 1994.
(4) All other compensation for the year ended December 31, 1994, includes (a)
matching contributions under the ESOP of $5,218, (b) other allocations under
the ESOP of $14,150, and (c) insurance premiums of $883 paid on life insurance
for the benefit of the named executive officer. The officer has not and will
not receive any interest in any cash surrender value of the life insurance
obtained for the benefit of the officer.
Stock options are believed to help align the interests of employees
with the interests of shareholders by promoting stock ownership by employees
and by rewarding them for appreciation in the price of the Corporation's
stock. Stock options which were granted or outstanding during 1994 were
granted under the Stock Option and Restricted Stock Plan of 1993 (the "Stock
Option and Restricted Stock Plan").
The following tables set forth information concerning stock options
granted to and exercised or retained by the named executive officer of the
Corporation during 1994.
OPTION GRANTS IN LAST FISCAL YEAR
% of
Number of Total Potential Realizable
Value at
Shares Options Assumed Annual Rates of
Underlying Granted to Stock Price
Appreciation
Options Employees Exercise for Option Term
Granted In Fiscal Price Expiration
Name (#)(2) Year ($/Sh)(2) Date 0% 5%
10%
John A.
McCormack 1575 6.5% $19.73 12/5/04 $0 $19,543
$49,525
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
Number of Value of
Shares Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Number of Year End Year End
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
John A.
McCormack 0 $0 331/2898 $255/2231
<FN>
(1) The per share exercise price of each option is equal to the
market value of the Common Stock on the date each option was granted. All
outstanding options were granted for a term of 10 years. Options
terminate, subject to certain limited exercise provisions, in the event of
death, retirement, or other termination of employment. No option is
exercisable until 6 months after the date of grant. The right to exercise
options vests over 10 years in equal annual increments.
(2) The numbers have been adjusted in accordance with the Stock
Option and Restricted Stock Plan to reflect a five percent stock dividend
distributed to all shareholders on December 29, 1994.
The Corporation pays the Chairman of its Board a retainer of $2,500 per
year and pays each of its directors who is not compensated as an officer of
the Corporation a fee of $400 for each regular Board of Directors meeting
attended and $700 for each full day and $500 for each half day special Board
of Directors meeting attended. In addition, directors who serve on the
Corporation's audit committee are paid $150 for each committee meeting
attended.
Each director or nominee of the Corporation is also a director of Bank of
Alma, Firstbank, or 1st Bank. Bank of Alma pays the Chairman of its Board a
retainer of $3,000 per year and pays each of its directors who is not
compensated as an officer of Bank of Alma a fee of $300 for each regular Board
of Directors meeting attended and $600 for each full day and $350 for each
half day special Board of Directors meeting attended. In addition, directors
of Bank of Alma who serve on committees are paid $200 for each executive
committee meeting attended and $100 for each other committee meeting attended.
Firstbank pays the Chairman of its Board a retainer of $1,200 per year
and pays each of its directors who is not compensated as an officer of
Firstbank a retainer of $1,200 plus a fee of $100 for each regular
Board of Directors meeting attended and $250 for each special Board of
Directors meeting attended. In addition, directors who serve on committees
are paid $100 for each committee meeting attended.
1st Bank pays each of its directors who is not compensated as an officer
of 1st Bank a fee of $200 for each regular Board of Directors meeting attended
and $400 for each special Board of Directors meeting attended. In addition,
directors who serve on committees are paid $100 for each committee meeting
attended.
Compensation Committee Interlocks and Insider Participation
The entire Board of Directors of the Corporation serves as a compensation
committee. As a director of the Corporation, Mr. McCormack serves on the
Board of Directors and participates in deliberations concerning compensation
of other executive officers. Mr. McCormack, however, is excluded from
decisions with respect to his own compensation. The entire Board of
Directors, except Mr. McCormack, serves as a committee to administer the Stock
Option and Restricted Stock Plan.
On April 1, 1994, Bank of Alma purchased all of the issued and
outstanding stock of Niles Agency, Inc., an insurance agency, from William E.
Goggin, Chairman of the Board of Bank of Alma and of the Corporation. Mr.
Goggin was the sole shareholder of the Niles Agency, Inc. The purchase price
totaled approximately $325,800. $60,000 of the purchase price was paid at
closing and Mr. Goggin received promissory notes in the principal amount of
$265,800 for the remainder of the purchase price. The price was based on an
appraisal of the fair market value of the agency. Marsh, Berry & Company,
Inc., a national valuation firm specializing in the valuation of insurance
agencies, performed the appraisal.
Mr. Goggin is also the owner of Goggin & Baker, a law firm which Bank of
Alma has retained in prior years and proposes to retain in the current fiscal
year. Fees paid by the Corporation and its subsidiaries represented less than
5% of the gross revenues of the law firm during 1994.
Bank of Alma leases space to Goggin & Baker. Bank of Alma also leased
space to Niles Agency, Inc., until April 1, 1994 when it acquired the
insurance agency. Until April 1, 1994, rent payments to Bank
of Alma for the space occupied by both businesses amounted to $1,402 per
month. Currently, lease payments for the space occupied by Goggin & Baker
equal $561 per month. The Goggin & Baker lease is for a term of 5 years
ending August 31, 1998.
Charles W. Jennings is an attorney with, and President and 50 percent
shareholder of, Jennings & Ellias, P.C., a law firm which has performed
services for 1st Bank in prior years and which 1st Bank may continue to use
for legal matters in the future. Fees paid by the Corporation and its
subsidiaries represented less than 5% of the revenues of the law firm during
1994.
Directors and officers of the Corporation and their associates were
customers of, and had transactions with, the Corporation's subsidiary banks in
the ordinary course of business between January 1, 1994, and December 31,
1994. All loans and commitments included in such transactions were made on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons
and did not involve more than the normal risk of collectibility or
present any unfavorable features. All loans to directors, officers, and their
associates were current as of December 31, 1994.
Independent Auditors
The Board of Directors of the Corporation has appointed the firm of
Crowe, Chizek & Co., certified public accountants, as independent auditors of
the Corporation for the 1995 fiscal year. Crowe, Chizek & Co. also examined
and reported on the Corporation's financial statements as of, and for the year
ended, December 31, 1994. A representative of Crowe, Chizek & Co. is expected
to be present at the annual shareholders' meeting with the opportunity to make
a statement if the representative desires to do so. The Crowe, Chizek & Co.
representative is also expected to be available to respond to appropriate
questions.
Shareholder Proposals
Shareholder proposals intended to be presented at the next annual meeting
must be received by the Corporation for inclusion in its proxy statement and
form of proxy relating to that meeting by November 23, 1995. Shareholder
proposals should be made in accordance with Rule 14a-8 promulgated under the
Securities Exchange Act of 1934, as amended, and should be addressed to Mary
D. Deci, Secretary, Firstbank Corporation, 311 Woodworth Avenue, Alma,
Michigan 48801.
[FRONT]
PROXY
[SPACE FOR STICKER]
[FIRSTBANK LOGO HERE]
ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 1995
The undersigned shareholder acknowledges receipt of a Notice of
Annual Meeting and a Proxy Statement for the annual meeting referred to above,
and appoints JOHN A. McCORMACK and MARY D. DECI, or either of them, each with
full power of substitution, attorneys and proxies to represent the
shareholder, and to vote and act with respect to all shares that the
shareholder would be entitled to vote, at the annual meeting of shareholders
of Firstbank Corporation referred to above and at any adjournment of
that meeting, on all matters which come before the meeting. This proxy is
solicited on behalf of the Board of Directors. If this proxy is properly
executed and delivered, the shares represented by this proxy will be
voted as specified. If no specification is given, the shares will be voted
for election of all nominees named on this proxy as directors. The shares
represented by this proxy will be voted in the discretion of the proxies
on any other matter which may come before the meeting.
(Continued and to be signed on the other side)
[BACK]
1. Election of Directors
[ ] VOTE FOR ALL nominees listed below [ ]WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary below) nominees listed below
Your Board of Directors recommends authorization to vote FOR all nominees
listed below
WILLIAM E. GOGGIN CHARLES W. JENNINGS
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space below.)
2. In their discretion, upon all other matters that may be presented at
the meeting.
Dated: _____________________, 1995 X
Signature
X
Signature if held jointly
Signatures should be identical to the name(s) on your stock certificate (which
are on the address label of the envelope in which this proxy material was
delivered). Joint owners should each sign personally. Persons
signing as attorney, executor, administrator, trustee, or guardian should give
full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE